이사의 주주에 대한 충실의무 위반의 판단 기준

Article 382-3 of the Commercial Act regarding the directorsʼ duty of loyalty has been revised. There are conflicting views on whether directors have obligations to shareholders. The opponent is that directors are merely agents of the company. The proponents argue that shareholder derivative suits are ineffective in protecting shareholder interests. However, there were many instances where the interests of minority shareholders were undermined for the interests of controlling shareholders. It has been argued that the directorsʼ duty of loyalty should be revised to correct these abuses. Ultimately, the directorsʼ duty of loyalty was revised to include the obligation of loyalty to shareholders. The directorʼs duty of loyalty originates from the fiduciary duty in common law. It requires that in discharging their duties, directors and officers prioritize the interests of the corporation and its shareholders. The Supreme Court does not distinguish between a directorʼs duty of care and duty of loyalty. And it treats them as the same. That is why the specific legal doctrine of case law regarding the duty of loyalty has not been established. This study examined the attitudes of corporate law in several countries regarding whether shareholders can be included in the scope of directorsʼ duties. In general, directors are considered to have a duty of loyalty to the company as agents. However, the UK Companies Act and the Corporation Law of the State of Delaware have specified the directorsʼ duty of loyalty to shareholders. Meanwhile, Japanese corporate law and the U.S. Model Business Corporation Act view shareholder interests as being subject to directorsʼ fiduciary duties to a limited extent. This study examined whether there was a breach of directorsʼ duty of loyalty to shareholders in a specific case. Additionally, this study examined whether corporate governance issues can be resolved by fulfilling directorsʼ duty of loyalty to shareholders. Case law has not previously examined the directorsʼ duty of loyalty in detail. However, it is now time to examine the breach of that duty in specific cases. In particular, the specific scope of a director's duty of loyalty is important. How should directors fulfill their duty of loyalty when the interests of the company and its shareholders conflict? What does the interest of all shareholders mean? These issues must be resolved in cases concerning directorsʼ duty of loyalty to shareholders. The directorʼs duty of loyalty is primarily to prevent troubles rather than to deal with them after they occur. After the revision of the Commercial Act, uncertainty in corporate management increased. Because it is difficult to predict the scope of application of the revised directorsʼ duty of loyalty. I hope that this study will help define the specific scope of directorsʼ duty of loyalty to shareholders and resolve uncertainty in corporate management. And I hope it will lead to more studies.